Pharmanutra

Proxy Solicitation & Information Statement • Mar 15, 2024

PHARMANUTRA S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

and to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency of COVID-19" ("Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Art. 3, paragraph 12 duodecies, of Law Decree no. 215 of 30 December 2023, as amended by Law no. 18 of 23 February 2024, containing urgent provisions regarding regulatory deadlines.

In accordance with Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Art. 3, paragraph 12 duodecies of Law Decree no. 215 of 30 December 2023, as amended by law no. 18 of 23 February 2024, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned "Cura Italia" Decree, the Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135 undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Ordinary General Meeting of PHARMANUTRA S.p.A. to be held at the Notary's office Jacopo Sodi in Florence, via dei Della Robbia n. 38 on 16 April 2024, at 11:00 a.m., in a single summons, as set forth in the notice of the shareholders' meeting published on the Company's website at www.pharmanutra.en in the section Section "Governance – Shareholders' Meetings" on 16 March 2024 , and, in abridged form, in the Italian daily newspaper "Sole24Ore" on 16 march 2024 and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)	No. (*)

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote   pledge  bearer 	legal representative or subject with subject with power of sub-delegation usufructuary  custodian 	OR IF DIFFERENT FROM THE manager 	SHARE HOLDER (copy of the documentation of the powers of representation to be enclosed) other (specify) ………………………………………………………………………………………………
	Name Surname / Denomination (*)
(complete only if the shareholder is Born in (*) different from the			On (*)	Tax identification code or other identification if foreign (*)
proxy signatory) Registered office / Resident in (*)
Related to
	No. (*) _____ ordinary shares ISIN IT0005274094		Registrated in the securities account (1) referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998)	n. ___ at the custodian _ ABI _ CAB __		(2) No. _________

Supplied by the intermediary: _________________________________

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

• the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;

• to have requested from the custodian the communication for participation in the Meeting as indicated above;

• that there are no reasons for incompatibility or suspension of the exercise of voting rights;

• (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) *

(Signature) * PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of PHARMANUTRA S.p.A. to be held at the Notary's office Jacopo Sodi in Florence, via dei Della Robbia n. 38 on 16 April 2024, at 11:00 a.m., in a single summons.

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

1. Financial statements of Pharmanutra S.p.A. as of 31 December 2023 and allocation of profit for the year

1.1. Approval of the Financial Statements as of 31 December 2023, subject to review of the Independent Auditors' Report and the Board of Statutory Auditors Report. Presentation of the Consolidated Financial Statements as of 31 December 2023 of the Pharmanutra Group. Related and consequent resolutions.

SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______ Against   Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

1.2. Allocation of profit for the year. Related and consequent resolutions
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______ Against   Abstain

2. Report on remuneration policy and remuneration paid

2.1. Approval of the remuneration policy pursuant to article 123-ter, paragraph 3-ter, of Italian Legislative Decree no. 58/1998
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

2.2. Resolutions on the "second section" of the report, pursuant to article 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______ Against   Abstain

3. Proposal to increase the total fixed annual remuneration of the Board of Directors by the Ordinary Shareholders' Meeting of 26 April 2023. Related and consequent resolutions
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______ Against   Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

4. Integration of the remuneration assigned to the Board of Statutory Auditors by the Shareholders' Meeting on April 27, 2022. Related and consequent resolutions
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

5. Proposal to authorise the purchase and disposal of ordinary treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, as well as article 132 of Italian Legislative Decree no. 58/1998 and relative implementation instructions, subject to revocation of the authorisation conferred by the ordinary Shareholders' Meeting of 26 April 2023 for the part not carried out. Related and consequent resolutions
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

(Place and Date) *

(Signature) *

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

DIRECTORS' LIABILITY ACTION In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned	In Favour	Against	Abstain
appoints the Designated Representative to vote as follows:

(Place and Date) *

(Signature)

*

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
• (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

The proxy with the relating voting instructions shall be received together with:

• a copy of an identification document with current validity of the proxy grantor or
• in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "Proxy for Pharmanutra April 2024 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for Pharmanutra April 2024 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "Proxy for Pharmanutra April 2024 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

PHARMANUTRA's privacy policy: With reference to the Ordinary Shareholders' Meeting of PHARMANUTRA S.p.A. convened for April 16, 2024, at 11:00 am, single call, to be held at Notary Office Jacopo Sodi in Florence, via della Robbia n.38, as set forth in the notice of the shareholders' meeting published on the Company's website at www.pharmanutra.it, in the section Governance / Shareholders' meeting on 15 march 2024, and, in abridged form, in the Italian daily newspaper "Il Sole 24 Ore" on 16 March 2024, we need to process the data of the PARTICIPANTS to the COMPANY SHAREHOLDERS' MEETING in implementation and in compliance with Articles 13 and 14 of EU Regulation 2016/679 and the regulations in force.

To this end, we provide you with the following information regarding the processing and protection of your personal data:

DATA CONTROLLER

The Data Controller is Pharmanutra S.p.A., via Campodavela 1 - (56122) Pisa - VAT number 01679440501 which can also be reached by calling 050 7846500 or by email at privacy@pharmanutra.it, which is required to provide this information relating to the use of personal data.

DATA PROTECTION MANAGER (RPD/DPO)

The Data Controller has appointed a Data Protection Officer - DPO who can be contacted for any information and request via email privacy@pharmanutra.it.

PURPOSE OF DATA PROCESSING AND PROVISION

It is necessary to provide all personal data requested in the form "PHARMANUTRA S.p.A. FORM OF PROXY / SUB-DELEGATION TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION IN THE SHAREHOLDERS 'MEETING pursuant to art. 135-undecies, Legislative Decree no. 58/1998" in order to ensure the correct registration of the participant in the meeting, also by proxy, as established by article 106 of the Law Decree "containing measures to strengthen the national health service and economic support for families, workers and businesses related to the epidemiological emergency from COVID-19", converted with amendments into Law no. 27 and as extended by effect of paragraph 6 of art. 3, D.L. 183/2020 converted with amendments by Law 26 February 2021 n. 21. The participation in the Shareholders' Meeting of those who have the right to vote is allowed only through the Designated Representative pursuant to article 135-undecies of the Legislative Decree n. 58/98. Pursuant to the aforementioned Decree, the Designated Representative may also be given proxies and / or sub-delegations pursuant to art 135-novies of the Legislative Decree n. 58/1998 ("TUF"), notwithstanding art. 135-undecies, paragraph 4, of the TUF, the data will in any case be necessary for the verification of the regular constitution of the shareholders' meeting, as well as the execution of the further mandatory meeting and corporate obligations.

The provision for these purposes is mandatory to fulfill legal and statutory obligations.

RECIPIENTS

The data will be disclosed to recipients in relation to the fulfillment of legal obligations deriving from European legislation; to those authorized to process the company secretary, as well as the administrative and controlling departments of the Data Controller.

STORAGE PERIOD

The personal identification data provided by you will be kept together with the documents produced during the Assembly in order to document what is recorded in the minutes of the meeting. Personal data will be stored in a form that allows the identification of data subjects for a period of time not exceeding the achievement of the mentioned purposes. RIGHTS OF THE INTERESTED PARTY

You have the right to ask the Data Controller to access your personal data to obtain confirmation of its existence, to know its content and origin, to verify its accuracy or to request its integration or updating, correction, where possible the cancellation of the same or possibly the limitation of the treatment. You can always request a complete specification of the treatment and your rights by writing to the contacts made available by the Data Controller and indicated at the beginning of the information.

RIGHT OF COMPLAINT

If you believe that the data processing that concerns yourself, violates the GDPR Regulation EU-2016/679, you have the right to complain with the Authority for the Protection of Personal Data through the contacts available on the website https://www.garanteprivacy.it.